0001144204-12-068234 Sample Contracts

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • December 17th, 2012 • TD Asset Management USA Funds Inc. • New York

AGREEMENT made this 4th day of April, 2012, by and between TD Asset Management USA Funds Inc., a Maryland corporation, whose address is 31 West 52nd Street, New York, New York 10019 (the “Fund”) and TDAM USA Inc., a Delaware corporation, whose address is 31 West 52nd Street, New York, New York 10019 (the “Investment Manager”). This Agreement was originally made as of October 15, 1996 and amended and restated as of April 4, 2012.

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TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • December 17th, 2012 • TD Asset Management USA Funds Inc. • New York

TRANSFER AGENCY AGREEMENT (the “Agreement”) dated as of May 9, 2007, between TD Asset Management USA Funds Inc., a Maryland corporation, (the “Company”), on its own behalf and on behalf of its separate series listed on Schedule A to this Agreement (collectively, the “Funds”) and TD AMERITRADE Clearing, Inc., a Nebraska corporation, (“TDA Clearing”).

AMENDMENT TO THE ADMINISTRATION AGREEMENT BY AND BETWEEN TD ASSET MANAGEMENT USA FUNDS INC. AND TDAM USA INC.
The Administration Agreement • December 17th, 2012 • TD Asset Management USA Funds Inc.

Amendment made as of April 4, 2012 to the Administration Agreement dated as of June 1, 2005, as amended (the “Agreement”), by and between TD ASSET MANAGEMENT USA FUNDS INC. (the “Company”) and TDAM USA INC., f/k/a TD ASSET MANAGEMENT USA INC. (the “Administrator”).

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